Investar Holding Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer (the Company’s principal executive and financial officers), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the end of the period covered by this Annual Report on Form 10-K for ensuring that information the Company is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Changes in Internal Control over Financial Reporting There were no changes to internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management ’ s Report on Internal Control over Financial Reporting Management ’ s Report on Internal Control over Financial Reporting To the Stockholders and Board of Directors Investar Holding Corporation Baton Rouge, Louisiana Investar Holding Corporation (the “Company”) is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this Annual Report on Form 10-K. The consolidated financial statements and notes included in this Annual Report have been prepared in conformity with accounting principles generally accepted in the United States of America and necessarily include some amounts that are based on management’s best estimates and judgments. Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden, and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. Management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an assessment of the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2025, based on criteria for effective internal control over financial reporting described in the “Internal Control - Integrated Framework,” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2025, the Company’s system of internal control over financial reporting is effective and meets the criteria of the “Internal Control – Integrated Framework.” BDO USA P.C., the Company’s independent registered public accounting firm that has audited the Company’s financial statements included in this Annual Report, has issued an attestation report on the Company’s internal control over financial reporting which is included herein. Date: March 16, 2026 /s/ John J. D’Angelo John J. D’Angelo President and Chief Executive Officer Date: March 16, 2026 /s/ John R. Campbell John R. Campbell Executive Vice President and Chief Executive Officer 118 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors Investar Holding Corporation Baton Rouge, Louisiana Opinion on Internal Control over Financial Reporting We have audited Investar Holding Corporation’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 16, 2026 expressed unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, P.C. (formerly HORNE LLP) Baton Rouge, Louisiana March 16, 2026 119 Table of Contents Item 9B. Other Information As previously disclosed, on October 28, 2025, during an open trading window, John J. D’Angelo , President and Chief Executive Officer of the Company, adopted a prearranged stock trading plan (the “Plan”) to exercise up to 26,163 Company stock options that were set to expire in March 2026 and sell the acquired stock. On January 27, 2026 , during an open trading window and pursuant to the Plan, the options were exercised, the stock was sold, and the Plan terminated pursuant to its terms. Pursuant to Item 408 (a) of Regulation S-K, none of our other directors or executive officers adopted, terminated, or modified a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement during the quarter ended December 31, 2025 . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 120 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Except as provided below, the information required by Item 10 is incorporated by reference to the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders (the “ 2026 Proxy Statement”). Code of Conduct and Ethics The Company has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and any other senior financial officers, and the Company has also adopted a Code of Conduct that applies to all of the Company’s directors, officers and employees. The full text of the Code of Ethics for the Chief Executive Officer and Senior Financial Officers and the Code of Conduct can be found by clicking on “Corporate Governance Information” under the “Investors” tab on the Company’s website, www.investarbank.com, and then by clicking on “Code of Ethics for the Chief Executive Officer and Senior Financial Officers” or “Code of Conduct,” as applicable. The Company intends to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Ethics for the Chief Executive Officer and Senior Financial Officers by posting such information on its website, at the address specified above. Insider Trading Policy The Company has adopted an insider trading policy that governs the purchase, sale, and certain other transactions of Company’s equity and debt securities by employees, directors, officers and advisory directors of the Company and its subsidiaries and their family members. The insider trading policy is reasonably designed to promote compliance with applicable securities laws, rules, and regulations. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to the 2026 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Stock Ownership Except as provided below, the information required by Item 12 is incorporated by reference to the 2026 Proxy Statement. Securities Authorized for Issuance under Equity Compensation Plans The following table presents certain information regarding our equity compensation plans as of December 31, 2025. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders (2) 515,323 $ 19.33 213,526 Equity compensation plans not approved by security holders (3) 49,014 16.71 — Total 564,337 $ 18.77 213,526 (1) Includes 337,735 shares issuable pursuant to outstanding RSUs, which do not have an exercise price. (2) Represents shares available for issuance under the Company’s Amended and Restated 2017 Long-Term Incentive Compensation Plan (the “Plan”). The Plan authorizes the grant of various types of equity grants and awards, such as restricted stock, stock options and stock appreciation rights to eligible participants, which include all of the Company’s employees, non-employee directors, and consultants. (3) The Investar Holding Corporation 2014 Long-Term Incentive Compensation Plan (the “2014 Plan”) was adopted by the Company’s board of directors on January 15, 2014 and was amended on March 13, 2014. Because the Company was a private corporation at the time of the adoption of the 2014 Plan, shareholder approval of the 2014 Plan was not required, nor was such approval obtained. A total of 600,000 shares of common stock was reserved for issuance pursuant to awards under the 2014 Plan. Effective May 24, 2017, no future awards will be granted under the 2014 Plan, although the terms and conditions of the 2014 Plan will continue to govern any outstanding awards thereunder. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference to the 2026 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by Item 14 is incorporated by reference to the 2026 Proxy Statement. 121 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents Filed as Part of this Report. (1) The following financial statements are incorporated by reference from Item 8. Financial Statements and Supplementary Data hereof: Report of Independent Registered Public Accounting Firms (PCAOB ID: 243 ) Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 Notes to Consolidated Financial Statements (2) All schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto. (3) The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index. Exhibit Number Description Location 2.1 Agreement and Plan of Merger, dated July 1, 2025, by and among Investar Holding Corporation and Wichita Falls Bancshares, Inc. Exhibit 2.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. 3.1 Composite Articles of Incorporation of Investar Holding Corporation Exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on August 6, 2025 and incorporated herein by reference. 3.2 Amended and Restated By-laws of Investar Holding Corporation Exhibit 3.2 to the Registration Statement on Form S-4 of the Company filed October 10, 2017 and incorporated herein by reference 4.1 Specimen Common Stock Certificate Exhibit 4.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference 4.2 Specimen Certificate representing Series A Non-Cumulative Perpetual Convertible Preferred Stock Exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. 4.3 Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 Exhibit 4.2 to the Annual Report on Form 10-K of the Company filed March 9, 2022 and incorporated herein by reference 4.4 Indenture, dated April 6, 2022, by and among Investar Holding Corporation and UMB Bank, National Association, as trustee Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference. 4.5 Form of 5.125% Fixed-to-Floating Rate Subordinated Note due 2032 Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference 122 Table of Contents 10.1* Employment Agreement, dated August 1, 2020 by and among Investar Holding Corporation, Investar Bank, National Association, and John J. D’Angelo Exhibit 10.1 to the Current Report on Form 8-K filed August 6, 2020 and incorporated herein by reference 10.2* Employment Agreement, dated as of October 31, 2025, by and between Investar Bank, National Association and John R. Campbell Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference. 10.3* Salary Continuation Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference. 10.4* Split Dollar Agreement, dated May 9, 2024, by and between Investar Bank and John R. Campbell Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference. 10.5* First Amendment to Split Dollar Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference. 10.6* Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan Exhibit 10.1 to the Current Report on Form 8-K filed May 20, 2021 and incorporated herein by reference 10.7* Salary Continuation Agreement, dated as of February 28, 2018, by and between Investar Bank and John D’Angelo Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 1, 2018 and incorporated herein by reference 10.8* Supplemental Salary Continuation Agreement, dated May 22, 2019, by and between Investar Bank and John D’Angelo Exhibit 10.1 to the Current Report on Form 8-K of the Company filed May 23, 2019 and incorporated herein by reference 10.9* Form of Split Dollar Agreement by and between Investar Bank and each executive entering into a Salary Continuation Agreement Exhibit 10.4 to the Current Report on Form 8-K of the Company filed March 1, 2018 and incorporated herein by reference 10.10* Form of First Amendment to Split Dollar Agreement by and between Investar Bank and each executive entering into a Supplemental Salary Continuation Agreement Exhibit 10.3 to the Current Report on Form 8-K filed May 23, 2019 and incorporated herein by reference 10.11* Investar Holding Corporation 2014 Long-Term Incentive Compensation Plan, as amended by Amendment No. 1 to Investar Holding Corporation 2014 Long Term Incentive Plan Exhibit 10.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and, as to Amendment No.1, Exhibit 99.2 to the Registration Statement on Form S-8 of the Company filed October 30, 2014, each of which is incorporated herein by reference 10.12* Form of Stock Option Grant Agreement under the 2014 Long-Term Incentive Compensation Plan, as amended by Amendment No. 1 to Investar Holding Corporation 2014 Long Term Incentive Plan Exhibit 10.2 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference 10.13* Form of Stock Option Grant Agreement under the Amended and Restated 2017 Long-Term Incentive Compensation Plan Exhibit 10.9 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference 10.14* Form of Restricted Stock Unit Agreement for Employees Exhibit 10.15 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference 10.15* Form of Restricted Stock Unit Agreement for Non-Employee Directors Exhibit 10.16 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference 10.16* Form of Restricted Stock Unit Agreement for Non-Employee Directors - Five Year Vesting Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 7, 2025 and incorporated herein by reference. 10.17* Investar Holding Corporation 401(k) Plan, as restated effective January 1, 2021 Exhibit 10.20 to the Annual Report on Form 10-K of the Company filed March 10, 2021 and incorporated herein by reference 10.18 Form of Securities Purchase Agreement, dated June 30, 2025, by and between Investar Holding Corporation and the purchasers set forth therein Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. 10.19 Form of Registration Rights Agreement, dated June 30, 2025, by and between Investar Holding Corporation and the purchasers set forth therein Exhibit 10.2 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. 16.1 Letter from Horne LLP dated November 1, 2025 Exhibit 16.1 to the Current Report on Form 8-K of the Company filed with the SEC on November 3, 2025 and incorporated herein by reference. 123 Table of Contents 19.1 Investar Holding Corporation Insider Trading Policy Filed herewith 21.1 Subsidiaries of the Registrant Filed herewith 23.1 Consent of BDO USA, P.C. Filed herewith 31.1 Rule 13a-14(a) Certification of Principal Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Rule 13a-14(a) Certification of Principal Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Section 1350 Certification of Principal Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.2 Section 1350 Certification of Principal Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 97.1 Investar Holding Corporation Clawback Policy Exhibit 97.1 to the Annual Report on Form 10-K of the Company filed March 7, 2024 and incorporated herein by reference 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document and include in Exhibit 101) Filed herewith * Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary Not applicable. 124 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INVESTAR HOLDING CORPORATION Date: March 16, 2026 by: /s/ John J. D’Angelo John J. D’Angelo President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Date: March 16, 2026 by: /s/ John J. D’Angelo John J. D’Angelo President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 16, 2026 by: /s/ John R. Campbell John R. Campbell Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: March 16, 2026 by: /s/ Corey E. Moore Corey E. Moore Executive Vice President and Deputy Chief Financial Officer (Principal Accounting Officer) Date: March 16, 2026 by: /s/ James F. Dunkerley James F. Dunkerley Director Date: March 16, 2026 by: s/ David A. Flack, M.D. David A. Flack, M.D. Director Date: March 16, 2026 by: /s/ Scott G. Ginn Scott G. Ginn Director 125 Table of Contents Date: March 16, 2026 by: /s/ William H. Hidalgo, Sr. William H. Hidalgo, Sr. Chairman of the Board Date: March 16, 2026 by: /s/ Rose J. Hudson Rose J. Hudson Director Date: March 16, 2026 by: /s/ Gordon H. Joffrion, III Gordon H. Joffrion, III Director Date: March 16, 2026 by: /s/ Robert C. Jordan Robert C. Jordan Director Date: March 16, 2026 by: /s/ Julio A. Melara Julio A. Melara Director Date: March 16, 2026 by: /s/ Suzanne O. Middleton Suzanne O. Middleton Director Date: March 16, 2026 by: /s/ Andrew C. Nelson, M.D. Andrew C. Nelson, M.D. Director Date: March 16, 2026 by: /s/ Frank L. Walker Frank L. Walker Director Date: March 16, 2026 by: /s/ James E. Yegge, M.D. James E. Yegge, M.D. Director 126